Calvary Episcopal Church Bylaws

Article I | Article II | Article III | Article IV

ARTICLE II – THE VESTRY

SECTION 1 – SESSIONS

Sessions of the Vestry shall be from the annual meeting to annual meeting of the Parish.

SECTION 2 – MEMBERSHIP

There shall be fifteen (15) members, five (5) of whom shall be elected annually for a term of three (3) consecutive sessions. As provided by Canon 22, all communicants in good standing of the age of sixteen (16) years or over, who have in some way contributed regularly to the Parish for at least a year, are eligible for nomination to the Vestry; however, excepting those elected to fill an unexpired term, no member may be re-elected within the year following his or her prior term.

SECTION 3 – VACANCIES

When a vacancy occurs, the Vestry may elect a successor to fill the unexpired term in accordance with Canon 22; otherwise, it shall be filled at the next annual meeting of the Parish.

SECTION 4 – NOMINATIONS

A nominating committee, consisting of the members concluding their service on the Vestry and chaired by one of their number appointed by the Senior Warden, shall report to the Congregation, at or before its annual meeting, a list of not less than five (5) nor more than fifteen (15) communicants who are willing and eligible to be elected to the Vestry. Additional nominations from the floor shall be received.

SECTION 5 – DUTIES

The Vestry shall:

A. Cooperate with the Rector, its presiding officer by Canon 23 and President of the Corporation by Charter, for promotion of the spiritual welfare of the Parish and to conduct its temporal affairs in accordance with Canons 15 and 23, Charter, and these Bylaws.

B. Serve as Board of Directors of the Corporation, and annually, it shall elect the Wardens and the Secretary from among its members, and a Treasurer of the Parish, each for terms of one (1) session in accordance with Canon 22.

C. Elect one of the members of The Governing Board of the Endowment Fund as authorized by Canons 15 and 23.

D. Elect the lay deputies to the Convention of the Diocese of Kentucky in accordance with Canon 4, and three (3) election judges for the Annual Parish Meeting in accordance with Canon 22.

E. Fix the compensation of the Rector and Church Staff, and adopt a budget to defray these, and the other expenses, alms, pledges, and taxes of the Parish.

The above enumerated duties shall not be exclusive.

SECTION 6 – MEETINGS

Regular meetings shall be held monthly, at such time and place as the Vestry may fix at the first meeting of each session, and the minutes of that meeting shall be sufficient notice thereof. Special meetings may be called by the Rector or the Wardens, or by three (3) members, upon not more than thirty-five (35) nor less than ten (10) days notice, either by mail or publication in the Church Bulletin. In emergency, time being insufficient for such notice, motion must be taken without meeting, if unanimous, or the Executive Committee of the Vestry may act for the Vestry; but minutes of all special meetings and of all emergency actions shall be presented at the next regular meeting for approval or ratification, respectively.

SECTION 7 – QUORUM

A majority of the Vestry shall constitute a quorum for all regular and special Vestry meetings.

SECTION 8 – OFFICERS

The Vestry shall, at the first meeting of each session, elect officers pursuant to Article II Section 5 of these Bylaws and Canon 22, to serve the remainder of the session and until their successors are elected. From time to time, it may also establish other offices authorized by law, and fill the same election for a like term.

A. THE RECTOR, as President of the Corporation by Charter and presiding officer of the Vestry by Canon 23, shall be ex officio a member of all committees of the Vestry, and shall execute all instruments required by the Vestry, pursuant to the Charter.

B. THE SENIOR WARDEN, who is Vice President of the Corporation by Charter and, in the absence of the Rector, presiding officer by Canon 23, shall be elected, preferably from those members of the Vestry who have served one or more years immediately preceding. He or she shall serve as a Member of the Governing Board of the Endowment Fund, and shall maintain an agenda for meetings, including all items of unfinished business, and such other items as the Rector or either warden may desire, but may delegate this duty to the Secretary.

C. THE JUNIOR WARDEN, as third presiding officer by Canon 23, shall perform the duties of the Senior Warden in his or her absence, and shall serve as a Member of the Governing Board of the Endowment Fund. As “people’s warden,” he or she shall be particularly attentive to the needs and concerns of the Parishioners

D. THE TREASURER shall discharge the statutory duties of the office, serve as a Member of the Governing Board of the Endowment Fund, and perform the canonical functions of Treasurer for the Parish in accordance with Canon 23; in such multiple capacity, he or she shall maintain accounts of both the capital investments and restricted funds of the Parish and of its income, other receipts, and disbursements, and as Parish Treasurer shall disburse funds only when directed by the Vestry, except that, within limitations set by the Budget, he or she shall pay all utilities, salaries, pledges, taxes, and other fixed obligations, and shall pay, to the applicable Budget limit, and other bills which have been first approved by the chairperson of the responsible committee, or officer authorized by Bylaw; additionally, a monthly operating statement shall be given to the Vestry at each regular meeting, and the annual statement of financial condition of the Parish shall be prepared for presentation by the Vestry at the Annual Congregational Meeting. But, should the Vestry elect an Assistant Treasurer, there may be delegated to such officer the tasks of bookkeeping and other non-statutory duties.

E. THE SECRETARY shall perform all duties specified for that office by Charter, Canons, Statutes, and these Bylaws, both for the Corporation and for the Parish; to this end, he or she shall take charge of all records, archives, and documents of the Parish which are not canonically or statutorily in the keeping of the Rector, Treasurer, or Governing Board of the Endowment Fund, and shall preserve and maintain the same and deliver them to his or her successor, and shall see that each newly-elected member of the Vestry receive a copy of these Bylaws, with all current Amendments and Annotations. But, should the Vestry elect an Assistant Secretary, or should the Parish leadership include a Historian, Archivist, or Librarian, there may be delegated to such official(s) any non-statutory tasks involved in these duties.

SECTION 9 – IMMUNITY FROM CIVIL LIABILITY

Without limiting protections otherwise provided by law, KRS 411.200 provides that any person who serves as a director, officer, volunteer, or member of the governing board of the Church, as defined, and who is not compensated for such services on a salary or a prorated equivalent basis, shall be immune from civil liability for any act or omission resulting in damage or injury if such person was acting in good faith and within the scope of his or her official functions and duties, unless such damage or injury was caused by the willful or wanton misconduct of such person.

SECTION 10 – COMMITTEES

Provided that all corporate committees be chaired by a member of the Vestry and include at least one (1) other Vestry member, the number and composition of same shall be discretionary, and shall be designated and appointed by vote of a majority of the Vestry; but shall always include the following standing committees:

A. BUDGETARY. Excepting Staff Christmas gifts and expenditures authorized by these Bylaws to be made by the Treasurer, the routine General Expense and Office Expenses, which, with Continuing Clergy Education, Sitter Service, and Computer Service, are at the discretion of the Rector, or his designee from the Parish Organization, a standing committee shall supervise and its chairperson must authorize all disbursements of discretionary items of the Budget. To this end, such committees are hereby authorized to contract for the goods and services needed, the aggregate not to exceed the sum budgeted. Their budget responsibilities are as indicated:

COMMITTEE      BUDGET LINE-ITEM(S)
    Education                 Youth and Adult Education
    Property                  Grounds
                                           Burial Ground Maintenance
                                           Janitorial Service
                                           Fixtures and Equipment
                                           Third Street
                                           Parking Lot
    Insurance                 Medical and Life Insurance
                                           Property and Liability Insurance
    Outreach                 Parish and Outreach
    Worship                   Choir and Altar

B. EXECUTIVE COMMITTEE shall be composed of the Rector, Senior and Junior Wardens, Secretary, and Treasurer. It shall exercise all powers conferred upon it by these Bylaws, and perform such other functions as may, from time to time, be directed by action of the Vestry.

C. BUDGET COMMITTEE, whose members shall include Secretary, Treasurer, and Stewardship Chairperson, shall prepare each Annual Budget in advance, and recommend the same to the Vestry prior to the Annual Congregational Meeting. All obligations or expenditures which may exceed Budget allowances shall, upon or before approval by the Vestry, stand referred to the Budget Committee for prompt recommendation regarding the budget amendment(s), or other measures, occasioned thereby.

D. SPECIAL COMMITTEES may be created at any time by the resolution of a majority of the Vestry, which, within limits of the law, may have such composition and duties as it may direct.

SECTION 11 – ATTENDANCE

All Vestry members shall attend every meeting, if possible. Staff clergy are invited to attend, and others may, upon invitation of the Rector, Senior or Junior Warden, or Vestry. However, no invitee may vote and none may address the Vestry, nor speak to motions, unless by consent of the Vestry.